Fifty-Third Supplemental Indenture dated October 10, 2008



 Exhibit 4(d) 
  
  
 KANSAS GAS AND ELECTRIC COMPANY 
 TO 
 THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. 
 (successor to BNY Midwest Trust Company) 
 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 
 FIFTY-THIRD SUPPLEMENTAL
INDENTURE 
 Providing, among other things, for 
 First Mortgage Bonds, Burlington Series 2008A Due 2031 
 Dated as of October 1, 2008 

 
  







 FIFTY-THIRD SUPPLEMENTAL INDENTURE 
 INDENTURE, dated as of October 1, 2008, 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 The Bank of New York Mellon Trust Company, N.A., a national banking association, whose post office address is 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602 (successor to BNY
Midwest Trust Company (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 “Fifty-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 
 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

  

 2 








 such amounts being in payment of the Kansas mortgage registration tax as provided by the then currently applicable
sections of the statutes of the State of Kansas in effect on those dates; and 
 WHEREAS, the Company-West Virginia was merged into the
Company-Kansas on May 31, 1973; and 
 WHEREAS, in order to evidence the succession of the Company-Kansas to the Company-West Virginia
and the assumption by the Company-Kansas of the covenants and conditions of the Company-West Virginia in the bonds and in the Mortgage contained, and to enable the Company-Kansas to have and exercise the powers and rights of the Company-West
Virginia under the Mortgage in accordance with the terms thereof, the Company-Kansas executed and delivered to the Trustees a Thirteenth Supplemental Indenture, dated as of May 31, 1973 (which supplemental indenture is hereinafter sometimes
called the “Thirteenth Supplemental Indenture”); and 
 WHEREAS, the Company-Kansas caused the Thirteenth Supplemental Indenture to
be filed for record as a mortgage of real property in the offices of the Registers of Deeds in various counties in the State of Kansas and as a chattel mortgage in the Office of the Secretary of State of Kansas, but paid no mortgage registration tax
in connection with the recordation of the Thirteenth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas executed and delivered to the Trustees the following supplemental indentures: 
  

			
	 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
	  	October 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
	  	October 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
	 Thirty-fourth Supplemental Indenture
	  	March 31, 1992
	 Thirty-fifth Supplemental Indenture
	  	December 17, 1992
	 Thirty-sixth Supplemental Indenture
	  	October 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
	 Forty-third Supplemental Indenture
	  	June 1, 2004
	 Forty-fourth Supplemental Indenture
	  	May 6, 2005
	 Forty-fifth Supplemental Indenture
	  	March 17, 2006
	 Forty-sixth Supplemental Indenture
	  	June 1, 2006
	 Forty-seventh Supplemental Indenture
	  	March 16, 2007
	 Forty-eighth Supplemental Indenture
	  	July 10, 2007
	 Forty-ninth Supplemental Indenture
	  	October 12, 2007
	 Fiftieth Supplemental Indenture
	  	February 22, 2008
	 Fifty-first Supplemental Indenture
	  	May 15, 2008
	 Fifty-second Supplemental Indenture
	  	August 1, 2008

  

 3 








 which supplemental indentures are hereinafter sometimes called the Fourteenth through Fifty-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 
 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 
  

 4 








 WHEREAS, the Company-Kansas caused the Twenty-third Supplemental Indenture to be filed for record as a
mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on July 1, 1980, Film 425, page 1,003), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed on July 2, 1980
and indexed as No. 546,185); and 
 WHEREAS, the Company-Kansas caused the Twenty-fourth Supplemental Indenture to be filed for record
as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on August 28, 1980, Film 435, page 266), and as a chattel mortgage in the Office of the Secretary of State of Kansas (filed on
August 29, 1980 and indexed as No. 554,543); and 
 WHEREAS, the Company-Kansas caused the Twenty-fifth Supplemental Indenture to
be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on June 30, 1981, Film 483, page 1,512), and as a chattel mortgage in the Office of the Secretary of State of Kansas
(filed on June 30, 1981 and indexed as No. 601,270); and 
 WHEREAS, the Company-Kansas caused the Twenty-sixth Supplemental
Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on December 30, 1981, Film 510, page 300), and as a chattel mortgage in the Office of the Secretary of
State of Kansas (filed on December 31, 1981 and indexed as No. 628,293); and 
 WHEREAS, the Company-Kansas caused the
Twenty-seventh Supplemental Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on May 6, 1982, Film 526, page 1,141), and as a chattel mortgage in the Office
of the Secretary of State of Kansas (filed on May 7, 1982 and indexed as No. 650,115); and 
 WHEREAS, the Company-Kansas caused
the Twenty-eighth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on March 22, 1984, Film 645, page 1,524), and as a chattel mortgage in the
Office of the Secretary of State of Kansas (filed on March 23, 1984 and indexed as No. 796,449); and 
 WHEREAS, the Company-Kansas
caused the Twenty-ninth Supplemental Indenture to be filed for record as a mortgage of real property in the office of the Register of Deeds of Sedgwick County, Kansas (filed on September 5, 1984, Film 681, page 763), and as a chattel mortgage
in the Office of the Secretary of State of Kansas (filed on September 6, 1984 and indexed as No. 852,425); and 
 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 
  


 5 








 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
	 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 
 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 

  

 6 








 
(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 
 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-Kansas caused the Forty-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 10, 2004, Film and Page 28578510), and as a security agreement in the office of Secretary of State of Kansas (filed on June 10, 2004, and indexed as No. 5820311), but paid no
mortgage registration tax in connection with the recordation of the Forty-third Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Forty-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 May 6, 2005, Film and Page 28671438), and as a security agreement in the office of Secretary of State of Kansas (filed on May 6, 2005, and indexed as No. 5981824), but paid no
mortgage registration tax in connection with the recordation of the Forty-fourth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Forty-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 March 17, 2006, Film and Page 28764552), and as a security agreement in the office of Secretary of State of Kansas (filed on March 17, 2006, and indexed as No. 6122576), but paid
no mortgage registration tax in connection with the recordation of the Forty-fifth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
  

 7 








 WHEREAS, the Company-Kansas caused the Forty-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 June 1, 2006, Film and Page 28785638), and as a security agreement in the office of Secretary of State of Kansas (filed on June 1, 2006,
and indexed as No. 6168504), but paid no mortgage registration tax in connection with the recordation of the Forty-sixth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Forty-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 March 16, 2007, Film and Page 28865277), and as a security agreement in the office of Secretary of State of Kansas (filed on March 16, 2007, and indexed as No. 6326219), but paid
no mortgage registration tax in connection with the recordation of the Forty-seventh Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Forty-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 July 13, 2007, Film and Page 28899558), and as a security agreement in the office of Secretary of State of Kansas (filed on July 13, 2007, and indexed as No. 6385835), but paid no
mortgage registration tax in connection with the recordation of the Forty-eighth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Forty-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 October 12, 2007, Film and Page 28923805), and as a security agreement in the office of Secretary of State of Kansas (filed on October 12, 2007, and indexed as No. 6417307), but
paid no mortgage registration tax in connection with the recordation of the Forty-ninth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Fiftieth 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 22, 2008, Film and Page 28953801), and as a security agreement in the office of Secretary of State of Kansas (filed on February 25, 2008, and indexed as No. 6458236), but
paid no mortgage registration tax in connection with the recordation of the Fiftieth Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Fifty-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 May 15, 2008, Film and Page 28975775), and as a security agreement in the office of Secretary of State of Kansas (filed on May 15, 2008, and indexed as No. 6489843), but paid no
mortgage registration tax in connection with the recordation of the Fifty-first Supplemental Indenture, no such tax having been payable in connection with such recordation; and 
 WHEREAS, the Company-Kansas caused the Fifty-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 August 26, 2008, Film and Page 29002339), and as a security agreement in the office of Secretary of State of Kansas (filed on August 26, 2008, and indexed as No. 6521686, and
refiled on October 2, 2008, and indexed as No. 6533509), but paid no mortgage registration tax in connection with the recordation of the Fifty-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 
  

 8 








 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 Fifty-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
	  	Principal
Amount
Issued	  	Principal
Amount
Outstanding
	 3  3/8% Series
due 1970
	  	$	16,000,000	  	None
	 3  1/8% Series
due 1978
	  	 	5,000,000	  	None
	 2  3/4% Series
due 1979
	  	 	3,000,000	  	None
	 3  3/8% Series
due 1982
	  	 	12,000,000	  	None
	 3  5/8% Series
due 1983
	  	 	10,000,000	  	None
	 3  3/8% Series
due 1985
	  	 	10,000,000	  	None
	 3  3/8% Series
due 1986
	  	 	7,000,000	  	None
	 4  5/8% Series
due 1991
	  	 	7,000,000	  	None
	 5  5/8% Series
due 1996
	  	 	16,000,000	  	None
	 8  1/2% Series
due 2000
	  	 	35,000,000	  	None
	 8  1/8% Series
due 2001
	  	 	35,000,000	  	None
	 7  3/8% Series
due 2002
	  	 	25,000,000	  	None
	 9  5/8% Series
due 2005
	  	 	40,000,000	  	None
	 6% Series due 1985
	  	 	7,000,000	  	None
	 7  3/4% Series
due 2005
	  	 	12,500,000	  	None
	 8  3/8% Series
due 2006
	  	 	25,000,000	  	None
	 8  1/2% Series
due 2007
	  	 	25,000,000	  	None
	 6% Series due 2007
	  	 	10,000,000	  	None
	 5  7/8% Series
due 2007
	  	 	21,940,000	  	None
	 8  7/8% Series
due 2008
	  	 	30,000,000	  	None
	 6.80% Series due 2004
	  	 	14,500,000	  	None
	 16  1/4% Series
due 1987
	  	 	30,000,000	  	None

  

					
	 Series
	  	Principal
Amount
Issued	  	Principal
Amount
Outstanding
	 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

  

 9 









						
	 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	  	None	 
	 6.20% Series due 2006
	  	100,000,000	  	None	 
	 5.10% Series due 2023
	  	13,462,500	  	13,462,500	 
	 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	  	None	 
	 5.30% Series due 2031
	  	18,900,000	  	18,900,000	 
	 5.30% Series A due 2031
	  	108,600,000	  	108,600,000	 
	 2.65% Series B due 2031
	  	100,000,000	  	None	 
	 Variable Rate Series C due 2031
	  	100,000,000	  	100,000,000	*
	 4.60% Series due 2010
	  	350,000,000	  	None	 
	 5.57% Series due 2011
	  	500,000,000	  	None	 
	 Burlington Series 2004B-1 due 2031
	  	50,000,000	  	50,000,000	 
	 5.57% Series due 2012
	  	500,000,000	  	None	 
	 6.53% Series due 2037
	  	175,000,000	  	175,000,000	 
	 5.57% Series due 2012
	  	750,000,000	  	750,000,000	 
	 6.15% Series A due 2023
	  	50,000,000	  	50,000,000	 
	 6.64% Series B due 2038
	  	100,000,000	  	100,000,000	 
	 Burlington Series 2008 due 2031
	  	50,000,000	  	50,000,000	 

  

	*	Upon issuance of the bonds of the Fifty-ninth Series pursuant to this Supplemental Indenture, $50,000,000 of the Variable Rate Series C due 2031 will be retired and $50,000,000 of
the Variable Rate Series C due 2031 will remain outstanding under the Indenture. 

 hereinafter sometimes called Bonds of the First through
Fifty-eighth Series; and 
 WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First
Series) issued thereunder and of the coupons to be attached to the coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors,
shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted
therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and 
 WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage whether such power,
privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may
enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms
and provisions of any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in
which any property at the time subject to the lien of the Mortgage shall be situated; and 
 WHEREAS, the Company now desires to create a new
series of bonds; and 
  

 10 








 WHEREAS, the execution and delivery by the Company of this Fifty-third Supplemental Indenture, and the
terms of the Bonds of the Fifty-ninth 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 The Bank of New York Mellon Trust Company, N.A. 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 Fifty-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 Fifty-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, hereditarnents and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of
Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof. 
 IT IS HEREBY AGREED by the Company
that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company after the date hereof (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), shall
be as fully embraced within the lien hereof and the lien of the Mortgage, as if such property, rights and franchises were now owned by the Company and were specifically described herein and conveyed hereby. 
 PROVIDED that the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Fifty-third Supplemental Indenture and from the lien and operation of the Mortgage, viz.: (1) cash, shares of stock and
obligations (including bonds, 

  

 11 








 
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 Fifty-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 Fifty-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. 
 The Company further covenants and agrees to and
with the Trustees and their successors in said trust under the Mortgage, as follows: 
 ARTICLE I 
 FIFTY-NINTH SERIES OF BONDS 
 SECTION 1.
(I) There shall be a series of bonds designated “Burlington Series 2008A due 2031” (herein sometimes referred to as the “Fifty-ninth 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 Fifty-ninth Series shall be limited to
$50,000,000 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 Fifty-ninth 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 2008A (hereinafter referred to as the “Burlington Bonds Series 2008A”), issued under the Indenture of Trust, dated as of October 1, 2008 (hereinafter referred to as the “Burlington
Indenture”), of the City of Burlington, Kansas, which rate shall initially be 6.0% per annum, payable at the same times as interest is payable on the Burlington Bonds Series 2008A, the first payment to be made on December 1, 2008 for
the period from October 10, 2008 to, but not including, December 1, 2008. The principal of and interest on bonds of the Fifty-ninth Series shall be 

  

 12 








 
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 Fifty-ninth 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 2008A, bonds of the Fifty-ninth Series shall be redeemed in whole or in like part. To effect the redemption of bonds of the Fifty-ninth
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 Fifty-ninth Series equal in principal amount to the principal amount of the Burlington Bonds Series 2008A 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 2008A then outstanding under the Burlington
Indenture; (2) the principal amount of the Burlington Bonds Series 2008A 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; (5) that the Corporate Trustee is thereby instructed to call for redemption bonds of the Fifty-ninth Series equal in principal amount to the principal amount of the Burlington Bonds Series 2008A
specified in (2) above and on the same date and at the same price as the Burlington Bonds Series 2008A. 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 Fifty-ninth 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 Fifty-ninth 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 2008A 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 Fifty-ninth Series in whole, the bonds of the Fifty-ninth 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 2008A then outstanding under the Burlington Indenture; (2) that the entire principal amount of the Burlington Bonds Series 2008A 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 Fifty-ninth Series in whole; and
(4) that the Burlington Trustee, as holder of all bonds of the Fifty-ninth 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 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 Fifty-ninth Series so called for redemption. 
 The bonds of the Fifty-ninth Series shall not be subject to redemption prior to maturity except as provided in this Section (I) II. 
 (III) All bonds of the Fifty-ninth Series shall be issued and pledged by the Company with the Burlington Trustee to secure the payment of the principal
of, and interest on the Burlington Bonds Series 2008A. The obligation of the Company to make payments with respect to the principal of and interest on bonds of the Fifty-ninth 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 2008A 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 2008A. The Corporate Trustee may 

  

 13 








 
conclusively presume that the obligation of the Company to make payments with respect to the principal of and interest on bonds of the Fifty-ninth 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 2008A 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. For the avoidance of doubt, notwithstanding anything to the contrary provided in the Mortgage, the Company shall not be obligated to make interest
payments on overdue interest or principal to the extent such payments are not contemplated in the Burlington Indenture. 
 (IV) At the option
of the registered owner, any bonds of the Fifty-ninth 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 Fifty-ninth 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 Fifty-ninth 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 Burlington Trustee in substitution for any bonds of the
Fifty-ninth 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 the Mortgage
in the event of a reallocation of the Burlington Bonds Series 2008A in connection with a change in Mode as provided in Section 2.1 of the Burlington Indenture or under a mortgage and deed of trust or similar instrument of the Company or any
successor entity, in each case, in like principal amount of like term and bearing interest from time to time at a rate equal to the interest rate then borne by the Burlington Bonds Series 2008A (such substituted bonds hereinafter being referred to
as the “Substituted Mortgage Bonds”). The Substituted Mortgage Bonds may only be delivered to the Burlington Trustee upon receipt by the Burlington Trustee of (i) if not delivered under the Mortgage, 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 Fifty-ninth
Series, (ii) if not delivered under the Mortgage, 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 of the Substituted Mortgage Bonds
is at least equal to its then current rating on the bonds of the Fifty-ninth Series, (iii) an opinion of counsel which may be in-house counsel or 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 or the mortgage and deed of trust or 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 exclusion from gross income for
federal income tax purposes of interest on the Burlington Bonds Series 2008A 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
Burlington 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. 
  

 14 








 “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 
 AMENDMENTS TO THE MORTGAGE AND RESERVATION OF RIGHTS 
 SECTION 1. The Company reserves the right, subject to appropriate action, but without any consent or other action by holders of Bonds of the Fifty-ninth
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 2. The Company reserves the
right, subject to appropriate action, but without any consent or other action by holders of Bonds of the Fifty-ninth 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 3. The Company reserves the
right, subject to appropriate action, but without any consent or other action by holders of Bonds of the Fifty-ninth 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.” 
 SECTION 4. The Company reserves the
right, subject to appropriate action, but without any consent or other action by holders of Bonds of the Fifty-ninth Series, or of any subsequent series of bonds, to amend the Mortgage to: 
 (I) Simplify the provisions for release of obsolete property, de minimis property releases and substitution of property and unfunded property; 

(II) Permit additional terms of bonds or forms of bond in supplemental indentures, including terms for uncertificated and global securities and
medium-term notes; 
 (III) Make any changes necessary to conform the Mortgage with the requirements of the Trust Indenture Act; 

(IV) Eliminate the requirement to have an individual trustee under the Mortgage; and 
 (V) Replace the phrase “two and one-half (2  1/2)” in Section 27 of the Mortgage with “two (2)”. 
 ARTICLE III 
 MISCELLANEOUS PROVISIONS 
 SECTION 1. All Bonds of the Fifty-ninth Series acquired by the Company shall forthwith be delivered to the Corporate Trustee for cancellation.

  

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 SECTION 2. Subject to the amendments provided for in this Fifty-third Supplemental Indenture, the terms
defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Fifty-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 Fifty-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 Fifty-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 Fifty-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 Fifty-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 Fifty-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 Fifty-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 Fifty-third Supplemental Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Fifty-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. 
 SECTION 6. This
Fifty-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. 
 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, The Bank of New York Mellon Trust Company, N.A. 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. 
 [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] 
  

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	 KANSAS GAS AND ELECTRIC COMPANY

		
	 By:
	 	 /s/ Mark A. Ruelle

		 	Mark A. Ruelle
		 	Vice President and Treasurer


 Attest: 
  

			
	 /s/ Larry D. Irick
	  	(corporate seal)
	 Larry D. Irick
	  	
	 Secretary
	  	

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

	
	 /s/ Cynthia S. Couch

	
	 /s/ Peter L. Sumners

	

  

					
	THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
		
	By:	 	 /s/ D.G. Donovan

		 	D.G. Donovan
		 	Vice President


  

							
	 Attest:
	  	(corporate seal)
	 /s/ L. Garcia
	  	
	 L. Garcia
	  	
	 Vice President
	  	

  

	
	 /s/ Judith L. Bartolini

	(Judith L. Bartolini)


  

	
	 Executed, sealed and delivered by
 THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.
 and JUDITH L. BARTOLINI, in the
 presence of:

	
	 /s/ M. Callahan

	
	 /s/ Robert Cafarelli


  

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

 BE IT REMEMBERED, that on this
10th day of October, A.D. 2008, 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 10th day of October, 2008, 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 10th day of October in the year 2008, 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 Beasley

	 (notary seal)
	  	
		
		  	NOTARY PUBLIC - STATE OF KANSAS
		  	MY APPOINTMENT EXPIRES - -

  

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

 BE IT REMEMBERED, that on this
3rd day of October, A.D. 2008, before me, the undersigned, a Notary Public within and for the County and State aforesaid, came Dan Donovan, a Vice
President of The Bank of New York Mellon Trust Company, N.A., as trustee, a national banking association, 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 3rd day of October, 2008, before me appeared L. Garcia, to me personally known, who being by me duly sworn did say that she is an Assistant Treasurer of The Bank of New York Mellon Trust Company, N.A., 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 L. Garcia acknowledged said instrument to be
the free act and deed of said corporation. 
 On the 3rd day of October in the year 2008, before me personally came D.G. Donovan, to me known, who, being by me duly sworn, did depose and say that he resides in
Arlington Heights, Illinois, Illinois, that he is a Vice President of The Bank of New York Mellon Trust Company, N.A., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his 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/ Robert Cafarelli

	
	 NOTARY PUBLIC, STATE OF ILLINOIS

	
	 COMMISSION EXPIRES / /



 (notary seal) 
  

 19 









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

 On this 3rd day of October in the year 2008, 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/ Robert Cafarelli

	
	 NOTARY PUBLIC, STATE OF ILLINOIS

	
	 COMMISSION EXPIRES / /



 (notary seal) 
  

 20