<PAGE>

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

                         KANSAS GAS AND ELECTRIC COMPANY

                                       TO

                            BNY MIDWEST TRUST COMPANY
                  (successor to Harris Trust and Savings Bank)

                                       and

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

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

                       FORTY-FIRST SUPPLEMENTAL INDENTURE

                       Providing, among other things, for

                    First Mortgage Bonds, 8% Series Due 2005

                            Dated as of June 6, 2002

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

<PAGE>

                       FORTY-FIRST SUPPLEMENTAL INDENTURE

         INDENTURE, dated as of June 6, 2002, between KANSAS GAS AND ELECTRIC
COMPANY, a corporation of the State of Kansas (formerly named KCA Corporation
and successor by merger to Kansas Gas and Electric Company, a corporation of the
State of Kansas, hereinafter sometimes called the "Company-Kansas"), whose post
office address is 120 East First Street, Wichita, Kansas 67202 (hereinafter
sometimes called the "Company"), and BNY Midwest Trust Company, a corporation of
the State of Illinois, whose post office address is 2 North LaSalle Street,
Suite 1020, Chicago, Illinois 60602 (successor to Harris Trust and Savings Bank
(the "Corporate Trustee")), and JUDITH L. BARTOLINI (successor to W.A. Spooner,
Henry A. Theis, Oliver R. Brooks, Wesley L. Baker, Edwin F. McMichael and
R. Amundsen, and being hereinafter sometimes called the "Individual Trustee"),
whose post office address is 2 North LaSalle Street, Suite 1020, Chicago,
Illinois 60602 (the Corporate Trustee and the Individual Trustee being
hereinafter together sometimes called the "Trustees"), as Trustees under the
Mortgage and Deed of Trust, dated as of April 1, 1940 (hereinafter called the
"Mortgage"), which Mortgage was executed and delivered by Kansas Gas and
Electric Company, a corporation of the State of West Virginia to which the
Company-Kansas was successor by merger (hereinafter sometimes called the
"Company-West Virginia"), to secure the payment of bonds issued or to be issued
under and in accordance with the provisions of the Mortgage, reference to which
Mortgage is hereby made, this Indenture (hereinafter sometimes called the
"Forty-first 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

<PAGE>
                                       -3-


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

<PAGE>
                                       -4-


       Ninth Supplemental Indenture ...................   May 1, 1966
       Tenth Supplemental Indenture ...................   March 1, 1970
       Eleventh Supplemental Indenture ................   May 1, 1971
       Twelfth Supplemental Indenture .................   March 1, 1972

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

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

                      Date                                Amount
                      ----                                ------

        March 30, 1948                                    $12,500
        December 7, 1949                                    7,500
        June 17, 1952                                      30,000
        October 21, 1953                                   25,000
        March 22, 1955                                     25,000
        March 5, 1956                                      17,500
        January 24, 1961                                   17,500
        May 17, 1966                                       40,000
        March 10, 1970                                     87,500
        May 19, 1971                                       87,500
        March 23, 1972                                     62,500

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

         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

<PAGE>
                                       -5-


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

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

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

       Fourteenth Supplemental Indenture ..............   July 1, 1975
       Fifteenth Supplemental Indenture ...............   December 1, 1975
       Sixteenth Supplemental Indenture ...............   September 1, 1976
       Seventeenth Supplemental Indenture .............   March 1, 1977
       Eighteenth Supplemental Indenture ..............   May 1, 1977
       Nineteenth Supplemental Indenture ..............   August 1, 1977
       Twentieth Supplemental Indenture ...............   March 15, 1978
       Twenty-first Supplemental Indenture ............   January 1, 1979
       Twenty-second Supplemental Indenture ...........   April 1, 1980
       Twenty-third Supplemental Indenture ............   July 1, 1980
       Twenty-fourth Supplemental Indenture ...........   August 1, 1980
       Twenty-fifth Supplemental Indenture ............   June 1, 1981
       Twenty-sixth Supplemental Indenture ............   December 1, 1981
       Twenty-seventh Supplemental Indenture ..........   May 1, 1982
       Twenty-eighth Supplemental Indenture ...........   March 15, 1984
       Twenty-ninth Supplemental Indenture ............   September 1, 1984
       Thirtieth Supplemental Indenture ...............   September 1, 1984
       Thirty-first Supplemental Indenture ............   February 1, 1985
       Thirty-second Supplemental Indenture ...........   April 15, 1986
       Thirty-third Supplemental Indenture ............   June 1, 1991
       Thirty-fourth Supplemental Indenture ...........   March 31, 1992
       Thirty-fifth Supplemental Indenture ............   December 17, 1992
       Thirty-sixth Supplemental Indenture ............   August 12, 1993
       Thirty-seventh Supplemental Indenture ..........   January 15, 1994
       Thirty-eighth Supplemental Indenture ...........   March 1, 1994
       Thirty-ninth Supplemental Indenture ............   April 15, 1994
       Fortieth Supplemental Indenture ................   June 28, 2000

which supplemental indentures are hereinafter sometimes called the Fourteenth
through Fortieth 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

<PAGE>
                                       -6-


         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

         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

<PAGE>
                                       -7-


         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, Kan-

<PAGE>
                                       -8-


sas (filed on June 28, 2000, Film 2062, page 0053), and as a security agreement
in the Office of Secretary of State of Kansas (filed on June 28, 2000, and
indexed as No. 3756913); and

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

                            Date                          Amount
                            ----                          ------

        July 2, 1975 ..................................   $100,000
        December 10, 1975 .............................     48,750
        September 29, 1976 ............................     62,500
        March 16, 1977 ................................     62,500
        May 26, 1977 ..................................     25,000
        August 31, 1977 ...............................      6,100
        March 29, 1978 ................................     62,500
        January 9, 1979 ...............................     36,250
        April 2, 1980 .................................     67,500
        July 1, 1980 ..................................     37,500
        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

<PAGE>
                                       -9-


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 CompanyKansas
under the Mortgage in accordance with the terms thereof, the Company executed
and delivered to the Trustees a Thirty-fourth Supplemental Indenture, dated as
of March 31, 1992 (which supplemental indenture is hereinafter sometimes called
the "Thirty-fourth Supplemental Indenture"); and

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

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

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

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

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

<PAGE>
                                       -10-


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

         WHEREAS, in addition to the aforesaid filings for record in the
respective offices of the above-mentioned Registers of Deeds, the Company-West
Virginia, the Company-Kansas or the Company has filed copies of the Mortgage and
the First through Fortieth 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:

                                                     Principal    Principal
                                                       Amount      Amount
                Series                                 Issued    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

<PAGE>
                                       -11-


                                                     Principal     Principal
                                                       Amount       Amount
                Series                                 Issued     Outstanding
                ------                                --------    -----------

       5-7/8% Series due 2007 ....................   21,940,000          None
       8-7/8% Series due 2008 ....................   30,000,000          None
       6.80% Series due 2004 .....................   14,500,000          None
       16-1/4% Series due 1987 ...................   30,000,000          None
       6-1/2% Series due 1983 ....................   15,000,000          None
       7-1/4% Series due 1983 ....................   25,500,000          None
       14-7/8% Series due 1987-1991 ..............   30,000,000          None
       16% Series due 1996 .......................   25,000,000          None
       15-3/4% Series due 1989 ...................   40,000,000          None
       13-1/2% Series due 1989 ...................  100,000,000          None
       14.05% Series due 1991 ....................   30,000,000          None
       14-1/8% Series due 1991 ...................   20,000,000          None
       10-7/8% Series due 1987 ...................   30,000,000          None
       9-3/4% Series due 2016 ....................   50,000,000          None
       7.00% Series A due 2031 ...................   18,900,000    18,900,000
       7.00% Series B due 2031 ...................  308,600,000   308,600,000
       7.60% Series due 2003 .....................  135,000,000          None
       6-1/2% Series due 2005 ....................   65,000,000    65,000,000
       6.20% Series due 2006 .....................  100,000,000   100,000,000
       5.10% Series due 2023 .....................   13,982,500    13,492,500
       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 ....................  600,000,000          None

hereinafter sometimes called Bonds of the First through Fortieth 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 fur-

<PAGE>
                                       -12-


ther covenants, limitations or restrictions for the benefit of any one or more
series of bonds issued thereunder, or the Company may cure any ambiguity
contained therein or in any supplemental indenture, or may establish the terms
and provisions of any series of bonds other than said First Series, by an
instrument in writing executed and acknowledged by the Company in such manner as
would be necessary to entitle a conveyance of real estate to record in all of
the states in which any property at the time subject to the lien of the Mortgage
shall be situated; and

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

         WHEREAS, the execution and delivery by the Company of this Forty-first
Supplemental Indenture, and the terms of the Bonds of the 2005 Series,
hereinafter referred to, have been duly authorized by the Board of Directors of
the Company by appropriate Resolutions of said Board of Directors;

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That Kansas Gas and Electric Company, in consideration of the premises
and of One Dollar ($1) to it duly paid by the Trustees at or before the
ensealing and delivery of these presents, the receipt whereof is hereby
acknowledged, and in further evidence of assurance of the estate, title and
rights of the Trustees and in order further to secure the payment both of the
principal of and interest and premium, if any, on the bonds from time to time
issued under the Mortgage, according to their tenor and effect and the
performance of all the provisions of the Mortgage (including any instruments
supplemental thereto and any modification made as in the Mortgage provided) and
of said bonds, hereby grants, bargains, sells, releases, conveys, assigns,
transfers, mortgages, pledges, sets over and confirms (subject, however, to
Excepted Encumbrances as defined in Section 6 of the Mortgage) unto BNY Midwest
Trust Company and to Judith L. Bartolini, as Trustees under the Mortgage, and to
their successor or successors in said trust, and to said Trustees and their
successors and assigns forever, all property, real, personal and mixed, acquired
by the Company after the date of the execution and delivery of the Mortgage, in
addition to property covered by the First through the Fortieth Supplemental
Indentures (except any herein or in the Mortgage, as heretofore supplemented,
expressly excepted), now owned or, subject to the provisions of Section 87 of
the Mortgage, hereafter acquired by the Company and wheresoever situated,
including (without in anywise limiting or impairing by the enumeration of the
same the scope and intent of the foregoing or of any general description
contained in this Forty-first 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,

<PAGE>
                                       -13-


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 Forty-first Supplemental Indenture
and from the lien and operation of the Mortgage, viz.: (1) cash, shares of stock
and obligations (including bonds, notes and other securities) not hereafter
specifically pledged, paid, deposited or delivered under the Mortgage or
covenanted so to be; (2) merchandise, equipment, materials or supplies held for
the purpose of sale in the usual course of business and fuel, oil and similar
materials and supplies consumable in the operation of any properties of the
Company; vehicles and automobiles; (3) bills, notes and accounts receivable, and
all contracts, leases and operating agreements not specifically pledged under
the Mortgage or covenanted so to be; and (4) electric energy, and other
materials or products generated, manufactured, produced or purchased by the
Company for sale, distribution or use in the ordinary course of its business;
provided, however, that the property and rights expressly excepted from the lien
and operation of the Mortgage and this Forty-first 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.

<PAGE>
                                       -14-


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

         IN TRUST NEVERTHELESS, for the same purposes and upon the same terms,
trusts and conditions and subject to and with the same provisos and covenants as
are set forth in the Mortgage, as supplemented, this Forty-first 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

                              2005 SERIES OF BONDS

         SECTION 1. (I) There shall be a series of bonds designated 8% Series
due 2005 (herein sometimes referred to as the "Bonds of the 2005 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 2005 Series shall be
limited to $735,000,000 in aggregate principal amount, except as provided in
Section 16 of the Mortgage, shall mature on June 6, 2005, 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 2005 Series shall
bear interest at the rate of eight percent (8%) per annum payable (subject to
the second paragraph of Section 1(III)) on the interest payment dates for the
Loans (as defined below). Every Bond of the 2005 Series shall bear interest from
each interest payment date for the Loans next preceding the date thereof, unless
no interest has been paid on this Bond in which case from June 6, 2002. The
principal of and interest on Bonds of the 2005 Series shall be payable at the
office or agency of the Company in the Borough of Manhattan, City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for public and private debts. Bonds of the 2005 Series
shall be dated as in Section 10 of the Mortgage provided.

         (II) Bonds of the 2005 Series are redeemable prior to maturity only
upon demand therefor by the Collateral Agent. To effect the redemption of Bonds
of the 2005 Series, the Collateral Agent shall deliver to the Trustee (and
deliver a copy thereof to the Company) a written demand (hereinafter

<PAGE>
                                       -15-


referred to as a "Redemption Demand") for the redemption of Bonds of the 2005
Series, signed by an authorized officer and dated the date of its delivery to
the Corporate Trustee, stating (i) that an Event of Default (as defined in the
Collateral Agreement) has occurred and is continuing, (ii) that there are not
sufficient available funds held by the Collateral Agent pursuant to the
Collateral Agreement to make all payments required as a result of such Event of
Default, (iii) the amount of funds, in addition to available funds held by the
Collateral Agent pursuant to the Collateral Agreement, required to make such
payments, and (iv) the principal amount of Bonds of the 2005 Series the
Collateral Agent demands to have redeemed and the redemption date therefor which
date should be at least thirty-one (31) days after the date of such Redemption
Demand (provided, such principal amount shall not exceed the amount of funds
specified pursuant to the foregoing clause (iii)). The Trustee may conclusively
presume the statements contained in the Redemption Demand to be correct.
Redemption of Bonds of the 2005 Series shall in all cases be at a price equal to
the principal amount of the Bonds to be redeemed together with accrued interest
to the redemption date, and such amount shall become and be due and payable on
the redemption date.

         The Company hereby covenants that if a Redemption Demand shall be
delivered to the Corporate Trustee, the Company will deposit, on or before the
redemption date, with the Corporate Trustee, in accordance with Article X of the
Mortgage, an amount in cash sufficient to redeem the Bonds of the 2005 Series so
called for redemption.

         (III) All Bonds of the 2005 Series shall be issued and pledged by the
Company to the Collateral Agent pursuant to a Collateral and Guarantee Agreement
dated as of June 6, 2002 among the Company, Western Resources, Inc. ("WRI") and
JPMorgan Chase Bank (in such capacity, the "Collateral Agent") to secure the
payment of the principal of, and up to 8% per annum of the interest on any of
the loans issued pursuant to the $735,000,000 Credit Agreement, dated as of June
6, 2002 among WRI, JPMorgan Chase Bank, as administrative agent, and the lenders
party thereto, (the "Credit Agreement" and the loans thereunder are referred to
collectively as the "Loans").

         The obligation of the Company to make payments with respect to the
principal of and interest on Bonds of the 2005 Series (including without
limitation upon maturity thereof) shall be fully or partially, as the case may
be, satisfied and discharged to the extent that, at the time that any such
payment shall be due, the then due principal of and interest on the Loans shall
have been fully or partially paid, or there shall be held by the Collateral
Agent pursuant to the Collateral Agreement sufficient available funds to fully
or partially pay the then due principal of and interest on the Loans.
Notwithstanding any other provisions of this Supplemental Indenture or the
Mortgage, interest on the Bonds of the 2005 Series shall be deemed fully or
partially satisfied and discharged as provided herein even if the interest rate
on Bonds of the 2005 Series may be higher or lower than the interest rate on any
of the Loans at the time interest on any such Loans is paid. The Corporate
Trustee may conclusively presume that the obligation of the Company to make
payments with respect to the principal of and interest on Bonds of the 2005
Series shall have been fully satisfied and discharged unless and until the
Corporate Trustee shall have received a written notice from the Collateral
Agent, signed by an authorized officer, stating (i) that timely payment of the
principal of or interest on the Loans required to be made by the Company has not
been made, (ii) that there are not sufficient available funds held by the
Collateral Agent pursuant to the Collateral Agreement to make such payment and

<PAGE>
                                       -16-


(iii) the amount of funds, in addition to available funds held by the Collateral
Agent pursuant to the Collateral Agreement, required to make such payment.

         (IV) At the option of the registered owner, any Bonds of the 2005
Series, upon surrender thereof, for cancellation, at the office or agency of the
Company in the Borough of Manhattan, City of New York, shall be exchangeable for
a like aggregate principal amount of bonds of the same series of other
authorized denominations. The Bonds of the 2005 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 2005 Series shall be transferable upon the surrender
thereof, for cancellation together with a written instrument of transfer in form
approved by the registrar duly executed by the registered owner or by his duly
authorized attorney, at the office or agency of the Company in the Borough of
Manhattan, City of New York.

                                   ARTICLE II

                            MISCELLANEOUS PROVISIONS

         SECTION 1. All Bonds of the 2005 Series acquired by the Company shall
forthwith be delivered to the Corporate Trustee for cancellation.

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

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

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

         SECTION 4. Subject to the provisions of Article XV and Article XVI of
the Mortgage, as heretofore amended and supplemented, whenever in this
Forty-first Supplemental Indenture any of the parties hereto is named or
referred to, this shall be deemed to include the successors or assigns of such
party, and all the covenants and agreements in this Forty-first Supplemental

<PAGE>
                                       -17-


Indenture contained by or on behalf of the Company or by or on behalf of the
Trustees shall bind and inure to the benefit of the respective successors and
assigns of such parties whether so expressed or not.

         SECTION 5. Nothing in this Forty-first Supplemental Indenture,
expressed or implied, is intended, or shall be construed, to confer upon, or to
give to, any person, firm or corporation, other than the parties hereto and the
holders of the bonds and coupons Outstanding under the Mortgage, any right,
remedy or claim under or by reason of this Forty-first Supplemental Indenture or
any covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this Forty-first
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. The Company reserves the right, subject to appropriate
corporate action, but without any consent or other action by holders of Bonds of
the 2005 Series, or of any subsequent series of bonds, to make such amendments
to the Mortgage, as supplemented, as shall be necessary in order to (A) permit
the issuance of additional Prior Lien Bonds other than to the Corporate Trustee
(i) in a principal amount not to exceed the principal amount of Bonds which
could then be issued on the basis of Property Additions under the Mortgage or
(ii) upon the redemption or retirement of Prior Lien Bonds secured by such Prior
Lien, (B) to remove the requirement that Prior Lien Bonds be issued to the
Corporate Trustee, (C) remove the provisions of Article V which eliminate from
the calculation of unfunded net Property Additions available for issuance of
Bonds the amount of any Property Additions subject to a Prior Lien if the
aggregate amount of Outstanding Prior Lien Bonds is 15% or more of the sum of
the Outstanding Bonds and Prior Lien Bonds, and (D) make such other amendments
to the Mortgage as may be necessary or desirable in the opinion of the Company
to effect the foregoing.

         SECTION 7. This Forty-first Supplemental Indenture shall be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

<PAGE>


         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 Paul R. Geist, its Vice President and Treasurer, and its corporate
seal to be attested by Larry D. Irick, its Secretary for and in its behalf,
BNY MIDWEST TRUST COMPANY has caused its corporate name to be hereunto affixed,
and this instrument to be signed and sealed by D.G. Donovan, its Assistant Vice
President, and its corporate seal to be attested by C. Potter, one of its
Assistant Secretaries for and in its behalf, and Judith L. Bartolini has
hereunto set her hand, all as of the day and year first above written.

                                            KANSAS GAS AND ELECTRIC COMPANY

                                            By: /s/ Paul R. Geist
                                               ------------------
                                               Paul R. Geist
                                               Vice President and Treasurer

Attest:

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

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

/s/ Peggy S. Wettengel
----------------------
Peggy S. Wettengel

/s/ Kathy J. Beach
------------------
Kathy J. Beach

<PAGE>

                                            BNY MIDWEST TRUST COMPANY, as
                                            Trustee

                                            By: /s/ D.G. Donovan
                                               -----------------

 Attest:                                       Vice President

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

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

Executed, sealed and delivered by
BNY MIDWEST TRUST COMPANY
and JUDITH L. BARTOLINI, in the
 presence of:

/s/ Hernandez A. Hernandez
--------------------------

/s/ K. Gibson
-------------

<PAGE>


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

         BE IT REMEMBERED, that on this 6th day of June, A.D. 2002, before me,
the undersigned, a Notary Public within and for the County and State aforesaid,
came Paul R. Geist, 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 6th day of June, 2002, 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.

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

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

                                        NOTARY PUBLIC -- STATE OF KANSAS
                                        MY APPOINTMENT EXPIRES November 18, 2004

<PAGE>

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

         BE IT REMEMBERED, that on this 6th day of June, A.D. 2002, before me,
the undersigned, a Notary Public within and for the County and State aforesaid,
came D.G. Donovan, an Assistant Vice President of BNY Midwest Trust Company, a
corporation, duly organized, incorporated and existing under the laws of the
State of Illinois, who is personally known to me to be such officer, and who is
personally known to me to be the same person who executed, as such officer, the
within instrument of writing, and such person duly acknowledged the execution of
the same to be the act and deed of said corporation and that said instrument of
writing was so executed by authority of the Board of Directors of said
corporation.

         On this 6th day of June, 2002, before me personally came C. Potter, to
me known, who being by me duly sworn did depose and say that she is an Assistant
Vice President of BNY MIDWEST TRUST COMPANY, one of the corporations described
in and which executed the above instrument; that she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that she signed her name thereto by like authority.

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

                                            /s/ Linda Ellen Garcia
                                            ----------------------

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

<PAGE>

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

         On this 6th day of June in the year 2002, 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, Individual Trustee 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/ Linda Ellen Garcia
                                            ----------------------

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