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                                                                    Exhibit 4.27

                             WESTERN RESOURCES, INC.

                                  $ 400,000,000
                      Senior Notes, 9 3/4% Series Due 2007

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                    May 10, 2002

Salomon Smith Barney Inc.
J.P. Morgan Securities Inc.
BNY Capital Markets, Inc.
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

         Western Resources, Inc., a corporation organized under the laws of
Kansas (the "Company"), proposes to issue and sell to certain purchasers (the
"Initial Purchasers"), upon the terms set forth in a purchase agreement of even
date herewith (the "Purchase Agreement"), $400,000,000 principal amount of its
Senior Notes, 9 3/4% Series Due 2007 (the "Securities") relating to the initial
placement of the Securities (the "Initial Placement"). To induce the Initial
Purchasers to enter into the Purchase Agreement and to satisfy a condition of
your obligations thereunder, the Company agrees with you for your benefit and
the benefit of the holders from time to time of the Securities (including the
Initial Purchasers) (each a "Holder" and, together, the "Holders"), as follows:

                  1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" of any specified person shall mean any other
person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified person. For purposes of this
definition, control of a person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such person
whether by contract or otherwise; and the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing.

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                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in the City of New York.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the one-year
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Securities.

                  "Final Memorandum" shall have the meaning set forth in the
Purchase Agreement.

                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of August 1, 1998, between the Company and Deutsche Bank
Trust Company Americas (formerly known as Bankers Trust Company), as trustee, as
the same may be amended from time to time in accordance with the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Initial Purchaser" shall have the meaning set forth in the
preamble hereto.

                  "Losses" shall have the meaning set forth in Section 6(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

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                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "New Securities" shall mean debt securities of the Company
identical in all material respects to the Securities (except that the cash
interest and interest rate step-up provisions and the transfer restrictions
shall be modified or eliminated, as appropriate) and to be issued under the
Indenture.

                  "New Securities Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the New Securities.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" shall have the meaning set forth
in Section 3(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Securities or New Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

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                  "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

                  "underwriter" shall mean any underwriter of Securities in
connection with an offering thereof under a Shelf Registration Statement.

                  (a) Registered Exchange Offer. The Company shall prepare and,
         not later than 180 days following the date of the original issuance of
         the Securities (or if such 180th day is not a Business Day, the next
         succeeding Business Day), shall file with the Commission the Exchange
         Offer Registration Statement with respect to the Registered Exchange
         Offer. The Company shall use its best efforts to cause the Exchange
         Offer Registration Statement to become effective under the Act within
         270 days of the date of the original issuance of the Securities (or if
         such 270th day is not a Business Day, the next succeeding Business
         Day).

                  (b) Upon the effectiveness of the Exchange Offer Registration
         Statement, the Company shall promptly commence the Registered Exchange
         Offer, it being the objective of such Registered Exchange Offer to
         enable each Holder electing to exchange Securities for New Securities
         (assuming that such Holder is not an Affiliate of the Company, acquires
         the New Securities in the ordinary course of such Holder's business,
         has no arrangements with any person to participate in the distribution
         of the New Securities and is not prohibited by any law or policy of the
         Commission from participating in the Registered Exchange Offer) to
         trade such New Securities from and after their receipt without any
         limitations or restrictions under the Act and without material
         restrictions under the securities laws of a substantial proportion of
         the several states of the United States.

                  (c) In connection with the Registered Exchange Offer, the
         Company shall:

                           (i) mail to each Holder a copy of the Prospectus
                  forming part of the effective Exchange Offer Registration
                  Statement, together with an appropriate letter of transmittal
                  and related documents;

                           (ii) keep the Registered Exchange Offer open for not
                  less than 20 Business Days and not more than 35 Business Days
                  after the date notice thereof is mailed to the Holders (or, in
                  each case, longer if required by applicable law);

                           (iii) use its best efforts to keep the Exchange Offer
                  Registration Statement continuously effective under the Act,
                  supplemented and amended as required, under the Act to ensure
                  that it is available for sales of New Securities by Exchanging
                  Dealers during the Exchange Offer Registration Period;

                           (iv) utilize the services of a depositary for the
                  Registered Exchange Offer with an address in the Borough of
                  Manhattan in New York City, which may be the Trustee, the New
                  Securities Trustee or an Affiliate of either of them;

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                           (v) permit Holders to withdraw tendered Securities at
                  any time prior to the close of business, New York time, on the
                  last Business Day on which the Registered Exchange Offer is
                  open;


                           (vi) prior to effectiveness of the Exchange Offer
                  Registration Statement, provide a supplemental letter to the
                  Commission (A) stating that the Company is conducting the
                  Registered Exchange Offer in reliance on the position of the
                  Commission in Exxon Capital Holdings Corporation (pub. avail.
                  May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail.
                  June 5, 1991); and (B) including a representation that the
                  Company has not entered into any arrangement or understanding
                  with any person to distribute the New Securities to be
                  received in the Registered Exchange Offer and that, to the
                  best of the Company's information and belief, each Holder
                  participating in the Registered Exchange Offer is acquiring
                  the New Securities in the ordinary course of business and has
                  no arrangement or understanding with any person to participate
                  in the distribution of the New Securities;


                           (vii) notify each Holder that any Security not
                  tendered by such Holder in the Registered Exchange Offer will
                  remain outstanding and continue to accrue interest but will
                  not retain any rights under this Agreement (except in the case
                  of the Initial Purchasers and Exchange Dealers as provided
                  herein); and


                           (viii) comply in all respects with all applicable
                  laws.


                  (d) As soon as practicable after the close of the Registered
         Exchange Offer, the Company shall:


                           (i) accept for exchange all Securities tendered and
                  not validly withdrawn pursuant to the Registered Exchange
                  Offer;

                           (ii) deliver to the Trustee for cancellation in
                  accordance with Section 4(r) all Securities so accepted for
                  exchange; and

                           (iii) unless the New Securities are to be issued in
                  the form of one or more global securities registered in the
                  name of The Depository Trust Company or its nominee, cause the
                  New Securities Trustee promptly to authenticate and deliver to
                  each Holder of Securities a principal amount of New Securities
                  equal to the principal amount of the Securities of such Holder
                  so accepted for exchange.


                  (e) Each Holder hereby acknowledges and agrees that any
         Broker-Dealer and any such Holder using the Registered Exchange Offer
         to participate in a distribution of the New Securities (x) could not
         under Commission policy as in effect on the date of this Agreement rely
         on the position of the Commission in Morgan Stanley and Co., Inc. (pub.
         avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub.
         avail. May 13, 1988), as interpreted in the Commission's letter to
         Shearman & Sterling dated July 2, 1993 and similar no-action letters;
         and (y) must comply with the registration and prospectus

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         delivery requirements of the Act in connection with any secondary
         resale transaction which must be covered by an effective registration
         statement containing the selling security holder information required
         by Item 507 or 508, as applicable, of Regulation S-K under the Act if
         the resales are of New Securities obtained by such Holder in exchange
         for Securities acquired by such Holder directly from the Company or one
         of its Affiliates.Accordingly, each Holder participating in the
         Registered Exchange Offer shall be required to represent to the Company
         that, at the time of the consummation of the Registered Exchange Offer:

                           (i) any New Securities received by such Holder will
                  be acquired in the ordinary course of business; 1

                           (ii) such Holder will have no arrangement or
                  understanding with any person to participate in the
                  distribution of the Securities or the New Securities within
                  the meaning of the Act; and

                           (iii) such Holder is not an Affiliate of the Company.

                  (f) If any Initial Purchaser determines that it is not
         eligible to participate in the Registered Exchange Offer with respect
         to the exchange of Securities constituting any portion of an unsold
         allotment, at the request of such Initial Purchaser, the Company shall
         issue and deliver to such Initial Purchaser or the person purchasing
         New Securities registered under a Shelf Registration Statement as
         contemplated by Section 3 hereof from such Initial Purchaser, in
         exchange for such Securities, a like principal amount of New
         Securities. The Company shall use its best efforts to cause the CUSIP
         Service Bureau to issue the same CUSIP number for such New Securities
         as for New Securities issued pursuant to the Registered Exchange Offer.

                  (g) Shelf Registration. If (i) due to any change in law or
         applicable interpretations thereof by the Commission's staff, the
         Company determines upon advice of its outside counsel that it is not
         permitted to effect the Registered Exchange Offer as contemplated by
         Section 2 hereof; (ii) for any other reason the Registered Exchange
         Offer is not consummated within 315 days of the date hereof; (iii) any
         Initial Purchaser so requests with respect to Securities that are not
         eligible to be exchanged for New Securities in the Registered Exchange
         Offer and that are held by it following consummation of the Registered
         Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is
         not eligible to participate in the Registered Exchange Offer other than
         by reason of such Holder being an Affiliate of the Company; or (v) in
         the case of any Initial Purchaser that participates in the Registered
         Exchange Offer or acquires New Securities pursuant to Section 2(f)
         hereof, such Initial Purchaser does not receive freely tradeable New
         Securities in exchange for Securities constituting any portion of an
         unsold allotment (it being understood that (x) the requirement that an
         Initial Purchaser deliver a Prospectus containing the information
         required by Item 507 or 508 of Regulation S-K under the Act in
         connection with sales of New Securities acquired in exchange for such
         Securities shall result in such New Securities being not "freely
         tradeable"; and (y) the requirement that an Exchanging Dealer deliver a
         Prospectus in connection with sales of New Securities

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         acquired in the Registered Exchange Offer in exchange for Securities
         acquired as a result of market-making activities or other trading
         activities shall not result in such New Securities being not "freely
         tradeable"), the Company shall effect a Shelf Registration Statement in
         accordance with subsection (b) below.

                           (i) If required pursuant to subsection (a) above, The
                  Company shall as promptly as practicable (but in no event more
                  than 60 days after so required or requested pursuant to this
                  Section 3), file with the Commission and thereafter shall use
                  its best efforts to cause to be declared effective under the
                  Act a Shelf Registration Statement relating to the offer and
                  sale of the Securities or the New Securities, as applicable,
                  by the Holders thereof from time to time in accordance with
                  the methods of distribution elected by such Holders and set
                  forth in such Shelf Registration Statement; provided, however,
                  that no Holder (other than an Initial Purchaser) shall be
                  entitled to have the Securities held by it covered by such
                  Shelf Registration Statement unless such Holder agrees in
                  writing to be bound by all of the provisions of this Agreement
                  applicable to such Holder; and provided further, that with
                  respect to New Securities received by an Initial Purchaser in
                  exchange for Securities constituting any portion of an unsold
                  allotment, the Company may, if permitted by current
                  interpretations by the Commission's staff, file a
                  post-effective amendment to the Exchange Offer Registration
                  Statement containing the information required by Item 507 or
                  508 of Regulation S-K, as applicable, in satisfaction of its
                  obligations under this subsection with respect thereto, and
                  any such Exchange Offer Registration Statement, as so amended,
                  shall be referred to herein as, and governed by the provisions
                  herein applicable to, a Shelf Registration Statement.

                           (ii) The Company shall use its best efforts to keep
                  the Shelf Registration Statement continuously effective,
                  supplemented and amended as required by the Act, in order to
                  permit the Prospectus forming part thereof to be usable by
                  Holders for a period of two years from the date the Shelf
                  Registration Statement is declared effective by the Commission
                  or such shorter period that will terminate when all the
                  Securities or New Securities, as applicable, covered by the
                  Shelf Registration Statement have been sold pursuant to the
                  Shelf Registration Statement (in any such case, such period
                  being called the "Shelf Registration Period"). The Company
                  shall be deemed not to have used its best efforts to keep the
                  Shelf Registration Statement effective during the requisite
                  period if it voluntarily takes any action that would result in
                  Holders of Securities covered thereby not being able to offer
                  and sell such Securities during that period, unless (A) such
                  action is required by applicable law; or (B) such action is
                  taken by the Company in good faith and for valid business
                  reasons (not including avoidance of the Company's obligations
                  hereunder), including the acquisition or divestiture of
                  assets, so long as the Company promptly thereafter complies
                  with the requirements of Section 4(k) hereof, if applicable.

                           (iii) The Company shall cause the Shelf Registration
                  Statement and the related Prospectus and any amendment or
                  supplement thereto, as of the effective

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                  date of the Shelf Registration Statement or such amendment or
                  supplement, (A) to comply in all material respects with the
                  applicable requirements of the Act and the rules and
                  regulations of the Commission; and (B) not to contain any
                  untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary in
                  order to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading.

                  2. Additional Registration Procedures. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

                  (a) The Company shall:

                           (i) furnish to you, not less than five Business Days
                  prior to the filing thereof with the Commission, a copy of any
                  Exchange Offer Registration Statement and any Shelf
                  Registration Statement, and each amendment thereof and each
                  amendment or supplement, if any, to the Prospectus included
                  therein (including all documents incorporated by reference
                  therein after the initial filing) and shall use its best
                  efforts to reflect in each such document, when so filed with
                  the Commission, such comments as you reasonably propose
                  subject to the Company's reasonable determinations as to
                  compliance with applicable laws as provided in subsection (b)
                  below;

                           (ii) include the information set forth in Annex A
                  hereto on the facing page of the Exchange Offer Registration
                  Statement, in Annex B hereto in the forepart of the Exchange
                  Offer Registration Statement in a section setting forth
                  details of the Exchange Offer, in Annex C hereto in the
                  underwriting or plan of distribution section of the Prospectus
                  contained in the Exchange Offer Registration Statement, and in
                  Annex D hereto in the letter of transmittal delivered pursuant
                  to the Registered Exchange Offer;

                           (iii) if requested by an Initial Purchaser, include
                  the information required by Item 507 or 508 of Regulation S-K,
                  as applicable, in the Prospectus contained in the Exchange
                  Offer Registration Statement; and

                           (iv) in the case of a Shelf Registration Statement,
                  include the names of the Holders that propose to sell
                  Securities pursuant to the Shelf Registration Statement as
                  selling security holders.

                  (b) The Company shall ensure that:

                           (i) any Registration Statement and any amendment
                  thereto and any Prospectus forming part thereof and any
                  amendment or supplement thereto complies in all material
                  respects with the Act and the rules and regulations
                  thereunder; and

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                           (ii) any Registration Statement and any amendment
                  thereto does not, when it becomes effective, contain an untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading.

                  (c) The Company shall advise you, the Holders of Securities
         covered by any Shelf Registration Statement and any Exchanging Dealer
         under any Exchange Offer Registration Statement that has provided in
         writing to the Company a telephone or facsimile number and address for
         notices, and, if requested by you or any such Holder or Exchanging
         Dealer, shall confirm such advice in writing (which notice pursuant to
         clauses (ii)-(v) hereof shall be accompanied by an instruction to
         suspend the use of the Prospectus until the Company shall have remedied
         the basis for such suspension):

                           (i) when a Registration Statement and any amendment
                  thereto has been filed with the Commission and when the
                  Registration Statement or any post-effective amendment thereto
                  has become effective;

                           (ii) of any request by the Commission for any
                  amendment or supplement to the Registration Statement or the
                  Prospectus or for additional information;

                           (iii) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv) of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the securities included therein for sale in
                  any jurisdiction or the initiation of any proceeding for such
                  purpose; and

                           (v) of the happening of any event that requires any
                  change in the Registration Statement or the Prospectus so
                  that, as of such date, the statements therein are not
                  misleading and do not omit to state a material fact required
                  to be stated therein or necessary to make the statements
                  therein (in the case of the Prospectus, in the light of the
                  circumstances under which they were made) not misleading.

                  (d) The Company shall use its best efforts to obtain the
         withdrawal of any order suspending the effectiveness of any
         Registration Statement or the qualification of the securities therein
         for sale in any jurisdiction at the earliest possible time.

                  (e) The Company shall furnish to each Holder of Securities
         covered by any Shelf Registration Statement, without charge, at least
         one copy of such Shelf Registration Statement and any post-effective
         amendment thereto, including all material incorporated therein by
         reference, and, if the Holder so requests in writing, all exhibits
         thereto (including exhibits incorporated by reference therein to the
         extent such exhibits are not available on open access public retrieval
         systems).

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                  (f) The Company shall, during the Shelf Registration Period,
         deliver to each Holder of Securities covered by any Shelf Registration
         Statement, without charge, as many copies of the Prospectus (including
         each preliminary Prospectus) included in such Shelf Registration
         Statement and any amendment or supplement thereto as such Holder may
         reasonably request. The Company consents to the use of the Prospectus
         or any amendment or supplement thereto by each of the selling Holders
         of securities in connection with the offering and sale of the
         securities covered by the Prospectus, or any amendment or supplement
         thereto, included in the Shelf Registration Statement.

                  (g) The Company shall furnish to each Exchanging Dealer which
         so requests, without charge, at least one copy of the Exchange Offer
         Registration Statement and any post-effective amendment thereto,
         including all material incorporated by reference therein, and, if the
         Exchanging Dealer so requests in writing, all exhibits thereto
         (including exhibits incorporated by reference therein to the extent
         such exhibits are not available on open access public retrieval
         systems).

                  (h) The Company shall promptly deliver to each Initial
         Purchaser, each Exchanging Dealer and each other person required to
         deliver a Prospectus during the Exchange Offer Registration Period,
         without charge, as many copies of the Prospectus included in such
         Exchange Offer Registration Statement and any amendment or supplement
         thereto as any such person may reasonably request. The Company consents
         to the use of the Prospectus or any amendment or supplement thereto by
         any Initial Purchaser, any Exchanging Dealer and any such other person
         that may be required to deliver a Prospectus following the Registered
         Exchange Offer in connection with the offering and sale of the New
         Securities covered by the Prospectus, or any amendment or supplement
         thereto, included in the Exchange Offer Registration Statement.

                           (i) Prior to the Registered Exchange Offer or any
                  other offering of Securities pursuant to any Registration
                  Statement, the Company shall arrange, if necessary, for the
                  qualification of the Securities or the New Securities for sale
                  under the laws of such jurisdictions as any Holder shall
                  reasonably request and will maintain such qualification in
                  effect so long as required; provided that in no event shall
                  the Company be obligated to qualify to do business in any
                  jurisdiction where it is not then so qualified or to take any
                  action that would subject it to service of process in suits,
                  other than those arising out of the Initial Placement, the
                  Registered Exchange Offer or any offering pursuant to a Shelf
                  Registration Statement, in any such jurisdiction where it is
                  not then so subject.

                  (j) Unless the New Securities are to be issued in the form of
         one or more global securities registered in the name of The Depository
         Trust Company or its nominee, the Company shall cooperate with the
         Holders of Securities to facilitate the timely preparation and delivery
         of certificates representing New Securities or Securities to be issued
         or sold pursuant to any Registration Statement free of any restrictive
         legends and in such denominations and registered in such names as the
         Holders may request.

                  (k) Upon the occurrence of any event contemplated by
         subsections (c)(ii) through (v) above, the Company shall promptly
         prepare a post-effective amendment to the

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11

         applicable Registration Statement or an amendment or supplement to the
         related Prospectus or file any other required document so that, as
         thereafter delivered to the Initial Purchasers of the securities
         included therein, the Prospectus will not include an untrue statement
         of a material fact or omit to state any material fact necessary to make
         the statements therein, in the light of the circumstances under which
         they were made, not misleading. In such circumstances, the period of
         effectiveness of the Exchange Offer Registration Statement provided for
         in Section 2 and the Shelf Registration Statement provided for in
         Section 3(b) shall each be extended by the number of days from and
         including the date of the giving of a notice of suspension pursuant to
         Section 4(c) to and including the date when the Initial Purchasers, the
         Holders of the Securities and any known Exchanging Dealer shall have
         received such amended or supplemented Prospectus pursuant to this
         Section.

                  (l) Not later than the effective date of any Registration
         Statement, the Company shall provide a CUSIP number for the Securities
         or the New Securities, as the case may be, registered under such
         Registration Statement and provide the Trustee with printed
         certificates for such Securities or New Securities, in a form eligible
         for deposit with The Depository Trust Company.

                  (m) The Company shall comply with all applicable rules and
         regulations of the Commission and shall make generally available to its
         security holders as soon as practicable after the effective date of the
         applicable Registration Statement an earnings statement satisfying the
         provisions of Section 11(a) of the Act.

                  (n) The Company may require each Holder of securities to be
         sold pursuant to any Shelf Registration Statement to furnish to the
         Company such information regarding the Holder and the distribution of
         such securities as the Company may from time to time reasonably require
         for inclusion in such Registration Statement. The Company may exclude
         from such Shelf Registration Statement the Securities of any Holder
         that unreasonably fails to furnish such information within a reasonable
         time after receiving such request.

                  (o) In the case of any Shelf Registration Statement, the
         Company shall enter into such and take all other appropriate actions
         (including if requested an underwriting agreement in customary form) in
         order to expedite or facilitate the registration or the disposition of
         the Securities or New Securities, and in connection therewith, if an
         underwriting agreement is entered into, cause the same to contain
         indemnification provisions and procedures no less favorable than those
         set forth in Section 6 (or such other provisions and procedures
         acceptable to the Majority Holders and the Managing Underwriters, if
         any, with respect to all parties to be indemnified pursuant to Section
         6).

                  (p) In the case of any Shelf Registration Statement, the
         Company shall:

                           (i) make reasonably available for inspection by the
                  Holders of Securities to be registered thereunder, any
                  underwriter participating in any disposition pursuant to such
                  Registration Statement, and any attorney, accountant or other
                  agent

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                  retained by the Holders or any such underwriter all relevant
                  financial and other records, pertinent corporate documents and
                  properties of the Company and its subsidiaries;

                       (ii) cause the Company's officers, directors and
                  employees to supply all relevant information reasonably
                  requested by the Holders or any such underwriter, attorney,
                  accountant or agent in connection with any such Registration
                  Statement as is customary for similar due diligence
                  examinations; provided, however, that any information that is
                  designated in writing by the Company, in good faith, as
                  confidential at the time of delivery of such information shall
                  be kept confidential by the Holders or any such underwriter,
                  attorney, accountant or agent, unless such disclosure is made
                  in connection with a court proceeding or required by law (in
                  which case such Holder or Underwriter shall notify the Company
                  of such disclosure in sufficient time to permit the Company to
                  take legal action to limit such disclosure), or such
                  information becomes available to the public generally or
                  through a third party without an accompanying obligation of
                  confidentiality;

                       (iii) make such representations and warranties to the
                  Holders of Securities registered thereunder and the
                  underwriters, if any, in form, substance and scope as are
                  customarily made by issuers to underwriters in primary
                  underwritten offerings and covering matters including, but not
                  limited to, those set forth in the Purchase Agreement;

                       (iv) obtain opinions of counsel to the Company and
                  updates thereof (which counsel and opinions (in form, scope
                  and substance) shall be reasonably satisfactory to the
                  Managing Underwriters, if any) addressed to each selling
                  Holder and the underwriters, if any, covering such matters as
                  are customarily covered in opinions requested in underwritten
                  offerings and such other matters as may be reasonably
                  requested by such Holders and underwriters;

                       (v) obtain "cold comfort" letters and updates thereof
                  from the independent certified public accountants of the
                  Company (and, if necessary, any other independent certified
                  public accountants of any subsidiary of the Company or of any
                  business acquired by the Company for which financial
                  statements and financial data are, or are required to be,
                  included in the Registration Statement), addressed to each
                  selling Holder of Securities registered thereunder and the
                  underwriters, if any, in customary form and covering matters
                  of the type customarily covered in "cold comfort" letters in
                  connection with primary underwritten offerings; and

                       (vi) deliver such documents and certificates as may be
                  reasonably requested by the Majority Holders and the Managing
                  Underwriters, if any, including those to evidence compliance
                  with Section 4(k) and with any customary conditions contained
                  in the underwriting agreement or other agreement entered into
                  by the Company.

<PAGE>
13

         The actions set forth in clauses (iii), (iv), (v) and (vi) of this
Section shall be performed at (A) the effectiveness of such Registration
Statement and each post-effective amendment thereto; and (B) each closing under
any underwriting or similar agreement as and to the extent required thereunder.

                  (a) In the case of any Exchange Offer Registration Statement,
         the Company shall:

                           (i) make reasonably available for inspection by such
                  Initial Purchaser, and any attorney, accountant or other agent
                  retained by such Initial Purchaser, all relevant financial and
                  other records, pertinent corporate documents and properties of
                  the Company and its subsidiaries;

                           (ii) cause the Company's officers, directors and
                  employees to supply all relevant information reasonably
                  requested by such Initial Purchaser or any such attorney,
                  accountant or agent in connection with any such Registration
                  Statement as is customary for similar due diligence
                  examinations; provided, however, that any information that is
                  designated in writing by the Company, in good faith, as
                  confidential at the time of delivery of such information shall
                  be kept confidential by such Initial Purchaser or any such
                  attorney, accountant or agent, unless such disclosure is made
                  in connection with a court proceeding or required by law (in
                  which case such Holder or Underwriter shall notify the Company
                  of such disclosure in sufficient time to permit the Company to
                  take legal action to limit such disclosure), or such
                  information becomes available to the public generally or
                  through a third party without an accompanying obligation of
                  confidentiality;

                           (iii) make such representations and warranties to
                  such Initial Purchaser, in form, substance and scope as are
                  customarily made by issuers to underwriters in primary
                  underwritten offerings and covering matters including, but not
                  limited to, those set forth in the Purchase Agreement;

                           (iv) obtain opinions of counsel to the Company and
                  updates thereof (which counsel and opinions (in form, scope
                  and substance) shall be reasonably satisfactory to such
                  Initial Purchaser and its counsel, addressed to such Initial
                  Purchaser, covering such matters as are customarily covered in
                  opinions requested in underwritten offerings and such other
                  matters as may be reasonably requested by such Initial
                  Purchaser or its counsel;

                           (v) obtain "cold comfort" letters and updates thereof
                  from the independent certified public accountants of the
                  Company (and, if necessary, any other independent certified
                  public accountants of any subsidiary of the Company or of any
                  business acquired by the Company for which financial
                  statements and financial data are, or are required to be,
                  included in the Registration Statement), addressed to such
                  Initial Purchaser, in customary form and covering matters of
                  the type customarily covered in "cold comfort" letters in
                  connection with primary underwritten offerings, or if
                  requested by such Initial Purchaser or its counsel in lieu of
                  a "cold comfort" letter, an agreed-upon procedures letter
                  under Statement

<PAGE>
14

                  on Auditing Standards No. 35, covering matters requested by
                  such Initial Purchaser or its counsel; and

                           (vi) deliver such documents and certificates as may
                  be reasonably requested by such Initial Purchaser or its
                  counsel, including those to evidence compliancewith Section
                  4(k) and with conditions customarily contained in underwriting
                  agreements.

         The foregoing actions set forth in clauses (iii), (iv), (v), and (vi)
of this Section shall be performed at the close of the Registered Exchange Offer
and the effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

                  (a) If a Registered Exchange Offer is to be consummated, upon
         delivery of the Securities by Holders to the Company (or to such other
         person as directed by the Company) in exchange for the New Securities,
         the Company shall mark, or cause to be marked, on the Securities so
         exchanged that such Securities are being canceled in exchange for the
         New Securities. In no event shall the Securities be marked as paid or
         otherwise satisfied.

                  (b) The Company will use its best efforts (i) if the
         Securities have been rated prior to the initial sale of such
         Securities, to confirm such ratings will apply to the Securities or the
         New Securities, as the case may be, covered by a Registration
         Statement; or (ii) if the Securities were not previously rated, to
         cause the Securities covered by a Registration Statement to be rated
         with at least one nationally recognized statistical rating agency, if
         so requested by Majority Holders with respect to the related
         Registration Statement or by any Managing Underwriters.

                  (c) In the event that any Broker-Dealer shall underwrite any
         Securities or participate as a member of an underwriting syndicate or
         selling group or "assist in the distribution" (within the meaning of
         the Rules of Fair Practice and the By-Laws of the National Association
         of Securities Dealers, Inc.) thereof, whether as a Holder of such
         Securities or as an underwriter, a placement or sales agent or a broker
         or dealer in respect thereof, or otherwise assist such Broker-Dealer in
         complying with the requirements of such Rules and By-Laws, including,
         without limitation, by:

                           (i) if such Rules or By-Laws shall so require,
                  engaging a "qualified independent underwriter" (as defined in
                  such Rules) to participate in the preparation of the
                  Registration Statement, to exercise usual standards of due
                  diligence with respect thereto and, if any portion of the
                  offering contemplated by such Registration Statement is an
                  underwritten offering or is made through a placement or sales
                  agent, to recommend the yield of such Securities;

                           (ii) indemnifying any such qualified independent
                  underwriter to the extent of the indemnification of
                  underwriters provided in Section 6 hereof; and

<PAGE>
15

                           (iii) providing such information to such
                  Broker-Dealer as may be required in order for such
                  Broker-Dealer to comply with the requirements of such Rules.

                  (d) The Company shall use its best efforts to take all other
         steps necessary to effect the registration of the Securities or the New
         Securities, as the case may be, covered by a Registration Statement.

                  2. Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith.

                  3. Indemnification and Contribution.

                  (a) The Company agrees to indemnify and hold harmless each
         Holder of Securities or New Securities, as the case may be, covered by
         any Registration Statement (including each Initial Purchaser and, with
         respect to any Prospectus delivery as contemplated in Section 4(h)
         hereof, each Exchanging Dealer), the directors, officers, employees and
         agents of each such Holder and each person who controls any such Holder
         within the meaning of either the Act or the Exchange Act against any
         and all losses, claims, damages or liabilities, joint or several, to
         which they or any of them may become subject under the Act, the
         Exchange Act or other Federal or state statutory law or regulation, at
         common law or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) arise out of or are based
         upon any untrue statement or alleged untrue statement of a material
         fact contained in any Registration Statement as originally filed or in
         any amendment thereof, or in any preliminary Prospectus or the
         Prospectus, or in any amendment thereof or supplement thereto, or arise
         out of or are based upon the omission or alleged omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein not misleading, and agrees to reimburse
         each such indemnified party, as incurred, for any legal or other
         expenses reasonably incurred by them in connection with investigating
         or defending any such loss, claim, damage, liability or action;
         provided, however, that the Company will not be liable in any case to
         the extent that any such loss, claim, damage or liability arises out of
         or is based upon any such untrue statement or alleged untrue statement
         or omission or alleged omission made therein in reliance upon and in
         conformity with written information furnished to the Company by or on
         behalf of any such Holder specifically for inclusion therein. This
         indemnity agreement will be in addition to any liability which the
         Company may otherwise have.

                  The Company also agrees to indemnify or contribute as provided
         in Section 6(d) to the Losses of any underwriter of Securities or New
         Securities, as the case may be, registered under a Shelf Registration
         Statement, their directors, officers, employees or agents and each
         person who controls such underwriter on substantially the same basis as

<PAGE>
16

         that of the indemnification of the Initial Purchasers and the selling
         Holders provided in this Section 6(a) and shall, if requested by any
         Holder, enter into an underwriting agreement reflecting such agreement,
         as provided in Section 4(o) hereof.

                  (a) Each Holder of securities covered by a Registration
         Statement (including each Initial Purchaser and, with respect to any
         Prospectus delivery as contemplated in Section 4(h) hereof, each
         Exchanging Dealer) severally and not jointly agrees to indemnify and
         hold harmless the Company, each of its directors, each of its officers
         who signs such Registration Statement and each person who controls the
         Company within the meaning of either the Act or the Exchange Act, to
         the same extent as the foregoing indemnity from the Company to each
         such Holder, but only with reference to written information relating to
         such Holder furnished to the Company by or on behalf of such Holder
         specifically for inclusion in the documents referred to in the
         foregoing indemnity. This indemnity agreement will be in addition to
         any liability which any such Holder may otherwise have.

                  (b) Promptly after receipt by an indemnified party under this
         Section 6 or notice of the commencement of any action, such indemnified
         party will, if a claim in respect thereof is to be made against the
         indemnifying party under this Section, notify the indemnifying party in
         writing of the commencement thereof; but the failure to so notify the
         indemnifying party (i) will not relieve it from liability under
         paragraph (a) or (b) above unless and to the extent it did not
         otherwise learn of such action and such failure results in the
         forfeiture by the indemnifying party of substantial rights and
         defenses; and (ii) will not, in any event, relieve the indemnifying
         party from any obligations to any indemnified party other than the
         indemnification obligation provided in paragraph (a) or (b) above. The
         indemnifying party shall be entitled to appoint counsel of the
         indemnifying party's choice at the indemnifying party's expense to
         represent the indemnified party in any action for which indemnification
         is sought (in which case the indemnifying party shall not thereafter be
         responsible for the fees and expenses of any separate counsel retained
         by the indemnified party or parties except as set forth below);
         provided, however, that such counsel shall be satisfactory to the
         indemnified party. Notwithstanding the indemnifying party's election to
         appoint counsel to represent the indemnified party in an action, the
         indemnified party shall have the right to employ separate counsel
         (including local counsel), and the indemnifying party shall bear the
         reasonable fees, costs and expenses of such separate counsel if (i) the
         use of counsel chosen by the indemnifying party to represent the
         indemnified party would present such counsel with a conflict of
         interest; (ii) the actual or potential defendants in, or targets of,
         any such action include both the indemnified party and the indemnifying
         party and the indemnified party shall have reasonably concluded that
         there may be legal defenses available to it and/or other indemnified
         parties which are different from or additional to those available to
         the indemnifying party; (iii) the indemnifying party shall not have
         employed counsel satisfactory to the indemnified party to represent the
         indemnified party within a reasonable time after notice of the
         institution of such action; or (iv) the indemnifying party shall
         authorize the indemnified party to employ separate counsel at the
         expense of the indemnifying party. An indemnifying party will not,
         without the prior written consent of the indemnified parties, settle or
         compromise or consent to the entry of any judgment with respect to any
         pending or threatened claim, action, suit or proceeding

<PAGE>
17

         in respect of which indemnification or contribution may be sought
         hereunder (whether or not the indemnified parties are actual or
         potential parties to such claim or action) unless such settlement,
         compromise or consent includes an unconditional release of each
         indemnified party from all liability arising out of such claim, action,
         suit or proceeding.

                  (c) In the event that the indemnity provided in paragraph (a)
         or (b) of this Section 6 is unavailable to or insufficient to hold
         harmless an indemnified party for any reason, then each applicable
         indemnifying party shall have a joint and several obligation to
         contribute to the aggregate losses, claims, damages and liabilities
         (including legal or other expenses reasonably incurred in connection
         with investigating or defending same) (collectively, "Losses") to which
         such indemnified party may be subject in such proportion as is
         appropriate to reflect the relative benefits received by such
         indemnifying party, on the one hand, and such indemnified party, on the
         other hand, from the Initial Placement and the Registration Statement
         which resulted in such Losses; provided, however, that in no case shall
         any Initial Purchaser or any subsequent Holder of any Security or New
         Security be responsible, in the aggregate, for any amount in excess of
         the purchase discount or commission applicable to such Security, or in
         the case of a New Security, applicable to the Security that was
         exchangeable into such New Security, as set forth on the cover page of
         the Final Memorandum, nor shall any underwriter be responsible for any
         amount in excess of the underwriting discount or commission applicable
         to the securities purchased by such underwriter under the Registration
         Statement which resulted in such Losses. If the allocation provided by
         the immediately preceding sentence is unavailable for any reason, the
         indemnifying party and the indemnified party shall contribute in such
         proportion as is appropriate to reflect not only such relative benefits
         but also the relative fault of such indemnifying party, on the one
         hand, and such indemnified party, on the other hand, in connection with
         the statements or omissions which resulted in such Losses as well as
         any other relevant equitable considerations. Benefits received by the
         Company shall be deemed to be equal to the sum of (x) the total net
         proceeds from the Initial Placement (before deducting expenses) as set
         forth on the cover page of the Final Memorandum and (y) the total
         amount of additional interest which the Company was not required to pay
         as a result of registering the securities covered by the Registration
         Statement which resulted in such Losses. Benefits received by the
         Initial Purchasers shall be deemed to be equal to the total purchase
         discounts and commissions as set forth on the cover page of the Final
         Memorandum, and benefits received by any other Holders shall be deemed
         to be equal to the value of receiving Securities or New Securities, as
         applicable, registered under the Act. Benefits received by any
         underwriter shall be deemed to be equal to the total underwriting
         discounts and commissions, as set forth on the cover page of the
         Prospectus forming a part of the Registration Statement which resulted
         in such Losses. Relative fault shall be determined by reference to,
         among other things, whether any alleged untrue statement or omission
         relates to information provided by the indemnifying party, on the one
         hand, or by the indemnified party, on the other hand, the intent of the
         parties and their relative knowledge, access to information and
         opportunity to correct or prevent such untrue statement or omission.
         The parties agree that it would not be just and equitable if
         contribution were determined by pro rata allocation (even if the
         Holders were treated as one entity for such purpose) or any other
         method of allocation

<PAGE>
18

         which does not take account of the equitable considerations referred to
         above. Notwithstanding the provisions of this paragraph (d), no person
         guilty of fraudulent misrepresentation (within the meaning of Section
         11(f) of the Act) shall be entitled to contribution from any person who
         was not guilty of such fraudulent misrepresentation. For purposes of
         this Section, each person who controls a Holder within the meaning of
         either the Act or the Exchange Act and each director, officer, employee
         and agent of such Holder shall have the same rights to contribution as
         such Holder, and each person who controls the Company within the
         meaning of either the Act or the Exchange Act, each officer of the
         Company who shall have signed the Registration Statement and each
         director of the Company shall have the same rights to contribution as
         the Company, subject in each case to the applicable terms and
         conditions of this paragraph (d). The Initial Purchasers' and any
         subsequent Holders' respective obligations to contribute pursuant to
         this Section 8 are several in proportion to the purchase discount or
         commission applicable to such Security, or in the case of a New
         Security, applicable to the Security that was exchangeable into such
         New Security, and not joint.

                  (d) The provisions of this Section will remain in full force
         and effect, regardless of any investigation made by or on behalf of any
         Holder or the Company or any of the officers, directors or controlling
         Persons referred to in this Section hereof, and will survive the sale
         by a Holder of securities covered by a Registration Statement.

                  2. Underwritten Registrations.

                  (a) If any of the Securities or New Securities, as the case
         may be, covered by any Shelf Registration Statement are to be sold in
         an underwritten offering, the Managing Underwriters shall be selected
         by the Majority Holders.

                  (b) No person may participate in any underwritten offering
         pursuant to any Shelf Registration Statement, unless such person (i)
         agrees to sell such person's Securities or New Securities, as the case
         may be, on the basis reasonably provided in any underwriting
         arrangements approved by the persons entitled hereunder to approve such
         arrangements; and (ii) completes and executes all questionnaires,
         powers of attorney, indemnities, underwriting agreements and other
         documents reasonably required under the terms of such underwriting
         arrangements.

                  3. No Inconsistent Agreements. The Company has not, as of the
date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

                  4. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, of New Securities); provided
that, with respect to any matter that directly or indirectly affects the rights
of any Initial

<PAGE>
19

Purchaser hereunder, the Company shall obtain the written consent of each such
Initial Purchaser against which such amendment, qualification, supplement,
waiver or consent is to be effective. Notwithstanding the foregoing (except the
foregoing proviso), a waiver or consent to departure from the provisions hereof
with respect to a matter that relates exclusively to the rights of Holders whose
Securities or New Securities, as the case may be, are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by the Majority Holders, determined on the
basis of Securities or New Securities, as the case may be, being sold rather
than registered under such Registration Statement.

                  5. Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

                  (a) if to a Holder, at the most current address given by such
         holder to the Company in accordance with the provisions of this
         Section, which address initially is, with respect to each Holder, the
         address of such Holder maintained by the Registrar under the Indenture,
         with a copy in like manner to Salomon Smith Barney Inc.;

                  (b) if to you, initially at the respective addresses set forth
         in the Purchase Agreement; and

                  (c) if to the Company, initially at its address set forth in
         the Purchase Agreement.

         All such notices and communications shall be deemed to have been duly
given when received.

         The Initial Purchasers or the Company by notice to the other parties
may designate additional or different addresses for subsequent notices or
communications.

                  1. Successors. This Agreement shall inure to the benefit of
         and be binding upon the successors and assigns of each of the parties,
         including, without the need for an express assignment or any consent by
         the Company thereto, subsequent Holders of Securities and the New
         Securities. The Company hereby agrees to extend the benefits of this
         Agreement to any Holder of Securities and the New Securities, and any
         such Holder may specifically enforce the provisions of this Agreement
         as if an original party hereto.

                  2. Counterparts. This agreement may be signed in counterparts,
         each of which shall be an original and all of which together shall
         constitute one and the same agreement.

                  3. Headings. The headings used herein are for convenience only
         and shall not affect the construction hereof.

                  4. Applicable Law. This Agreement shall be governed by and
         construed in accordance with the laws of the State of New York
         applicable to contracts made and to be performed in the State of New
         York.

<PAGE>
20

                  5. Severability. In the event that any one or more of the
         provisions contained herein, or the application thereof in any
         circumstances, is held invalid, illegal or unenforceable in any respect
         for any reason, the validity, legality and enforceability of any such
         provision in every other respect and of the remaining provisions hereof
         shall not be in any way impaired or affected thereby, it being intended
         that all of the rights and privileges of the parties shall be
         enforceable to the fullest extent permitted by law.

                  6. Securities Held by the Company, etc. Whenever the consent
         or approval of Holders of a specified percentage of principal amount of
         Securities or New Securities is required hereunder, Securities or New
         Securities, as applicable, held by the Company or its Affiliates (other
         than subsequent Holders of Securities or New Securities if such
         subsequent Holders are deemed to be Affiliates solely by reason of
         their holdings of such Securities or New Securities) shall not be
         counted in determining whether such consent or approval was given by
         the Holders of such required percentage.

<PAGE>
21


         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Initial Purchasers.

                                Very truly yours,

                                Western Resources, Inc.



                                By: /s/ Paul R. Geist
                                  --------------------------------------------
                                  Name:  Paul R. Geist
                                  Title: Chief Financial Officer and
                                         Senior Vice President


The  foregoing  Agreement is hereby  confirmed and
accepted as of the date first above written.

SALOMON SMITH BARNEY INC.
J.P. MORGAN SECURITIES INC.
BNY CAPITAL MARKETS, INC.


By: SALOMON SMITH BARNEY INC.


By: /s/ Arthur H. Tildesley, Jr.
  --------------------------------------------
    Name:  Arthur H. Tildesley, Jr.
    Title: Managing Director

For itself and the other several Initial
Purchasers named in the Purchase Agreement.

<PAGE>
22

ANNEX A

         Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, starting on
the Expiration Date (as defined herein) and ending on the close of business one
year after the Expiration Date, it will make this Prospectus available to any
Broker-Dealer for use in connection with any such resale. See "Plan of
Distribution."

<PAGE>
23

ANNEX B

         Each Broker-Dealer that receives New Securities for its own account in
exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."

<PAGE>
24

ANNEX C

                             1. PLAN OF DISTRIBUTION

         Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business one
year after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, 200__, all dealers effecting transactions
in the New Securities may be required to deliver a prospectus.

         The Company will not receive any proceeds from any sale of New
Securities by brokers-dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

         For a period of one year after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.

         [If applicable, add information required by Regulation S-K Items 507
and/or 508.]

<PAGE>
25

ANNEX D

Rider A

         CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:

                  Address:


Rider B

         If the undersigned is not a Broker-Dealer, the undersigned represents
that it acquired the New Securities in the ordinary course of its business, it
is not engaged in, and does not intend to engage in, a distribution of New
Securities and it has no arrangements or understandings with any Person to
participate in a distribution of the New Securities. If the undersigned is a
Broker-Dealer that will receive New Securities for its own account in exchange
for Securities, it represents that the Securities to be exchanged for New
Securities were acquired by it as a result of market-making activities or other
trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such New Securities; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.